CISO Global Inc美股招股说明书(2025-11-10版)

The Shares will be issued to the Selling Stockholder in reliance upon the exemption from the registration requirements inSection 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. Foradditional information about the private placements, see “Private Placements” on page 6 of this prospectus. We will not receive any proceeds from the resale or other disposition of the Shares by the Selling Stockholder. The SellingStockholder may offer all of a portion of the shares for resale from time to time through public or private transactions, at thenprevailing market prices (and not fixed prices). The Selling Stockholder will bear all commissions and discounts, if any, attributable tothe sale of our securities. We will bear all costs, expenses and fees in connection with the registration of the securities registeredhereunder. B. Riley may be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act with respect toshares of Series B Preferred Stock issuable to it in connection with the Purchase Agreement and convertible into the Shares beingregistered for resale hereunder. The Shares being offered hereby may be sold by the Selling Stockholder to or through underwriters ordealers, directly to purchasers or through agents designated from time to time. See “Use of Proceeds” beginning on page 16 and “Planof Distribution (Conflict of Interest)” beginning on page 17 of this prospectus for more information. In connection with the Purchase Agreement, BRS, a registered broker-dealer and FINRA member, acted as sole placementagent to the Company and is entitled to a placement fee equal to 3.5% of the aggregate dollar amount of the Series B Preferred Stockissued pursuant to the Purchase Agreement, excluding the offering price discount, in addition to certain other customary compensationdescribed in further detail herein. See “Plan of Distribution (Conflict of Interest).” We also have engaged Seaport Global Securities LLC (“Seaport”) as a “qualified independent underwriter” in this offering,whose fees and expenses will be borne by the Selling Stockholder. See “Plan of Distribution (Conflict of Interest).” Our Common Stock is listed on The Nasdaq Capital Market, or “Nasdaq,” under the symbol “CISO.” On October 20, 2025,the last reported sale price of our Common Stock as reported on Nasdaq was $1.22 per share. You should read this prospectus carefully, together with additional information described under the headings “Incorporationof Certain Information by Reference” and “Where You Can Find More Information,” before you invest in any of our securities. An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of thisprospectus and in the documents incorporated by reference into this prospectus for a discussion of information that should beconsidered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is November 10, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING5PRIVATE PLACEMENTS6RISK FACTORS11CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS13SELLING STOCKHOLDER15USE OF PROCEEDS16PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)17DESCRIPTION OF SECURITIES18LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION OF CERTAIN INFORMATION BY REFERENCE25 ABOUT THIS PROSPECTUS This prospectus forms part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”),and that includes exhibits that provide more detail with respect to the matters discussed in this prospectus. You should read thisprospectus and the related exhibits filed with the SEC, together with the additional information described under the headings “WhereYou Can Find More Information” and “Incorporation of Certain Information by Reference” before making your investment decision. You should rely only on the information provided in this prospectus or in a prospectus supplement or any free writingprospectuses or amendments thereto. Neither we, nor the Selling Stockholder, have authorized anyone else to provide you withdifferent information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assumethat the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operationsand prospects may have changed since that date. Neither we, nor the Selling Stockholder, are offering to sell or seeking offers to purchase these securities in any jurisdictionwhere the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distrib